_,

·~epublic of tbe ~bilippine~

~upreme <!Court
11l!lanila

FIRST DIVISION

PEOPLE OF THE PHILIPPINES, G.R. No. 186597

Petitioner,
Present:

SERENO, CJ.,
Chairperson,
LEONARDO-DE CASTRO,
-versus- PEREZ,
REYES,* and
PERLAS-BERNABE, JJ.

· VICTORIA R. ARAMBULO and Promulgated:

MIGUELARAMBULO,JR., JUN
Respondents. . 1 7 2015
x-----------------------------------------------------------------------------"""- ---~

DECISION

PEREZ, J.:

This Petition for Review on Certiorari seeks to annul the Decision 1

~nd Resolution2 dated 5 February 2008 and 27 February 2009, respectively
of the Court of Appeals, Seventeenth Division in CA-G.R. SP No. 86353
which effectively suspended the criminal proceedings in Criminal Case No.
C-62784, an estafa case against respondents before the Regional Trial Court
(RTC), Branch 121, Caloocan City.

Records show that respondent Victoria R. Arambulo (Victoria), ·

g
Emerenciana R. Gungab, Reynaldo Reyes (Reynaldo), Domingo Reyes

* Additional member per Raffle dated 20 April 2015.

Rollo, pp. 33-45; Penned by Associate Justice Regalado E. Maambong with Associate Justices
Celia C. Librea-Leagogo and Sixto C. Marella, Jr. concurring.
id. at 47-48.
Decision 2 G.R. No. 186597

(Domingo), Rodrigo Reyes and Oscar Reyes (Oscar) are the heirs of
Spouses Pedro C. Reyes and Anastacia Reyes. Anaped Estate Inc. (Anaped)
was incorporated as part of the estate planning or as conduit to hold the
properties of the estate of Pedro Reyes for and in behalf of his heirs.

Jose Buban (Buban), as Vice-President and General Manager of

Anaped Estate Inc. (Anaped), filed a complaint for estafa against Victoria
and her husband Miguel Arambulo, Jr. (Miguel) before the Office of the
City Prosecutor of Caloocan City. He alleged that Victoria failed to remit
the rentals collected from the time the ownership of the commercial
apartments was transferred to Anaped.

On 24 April 2001, Assistant City Prosecutor Alvin A. Almora

recommended the filing of an Information against respondents. On 1 June
2001, respondents were charged with estafa committed as follow:

That on [or] about the period from December, 1994 to June, 1997,
in the City of Caloocan, Philippines, and within the jurisdiction of the
Honorable Court, the said accused, conspiring together and mutually
helping one another, and with unfaithfulness or abuse of confidence, after
having received rentals from IMF International Corporation, in the total
amount of THREE HUNDRED NINETEEN THOUSAND EIGHT
HUNDRED EIGHTY-EIGHT (P319,888.00) PESOS, under the express
obligation of turning over or remitting the same to ANAPED ESTATE
INCORPORATED, once in possession of the said amount and far from
complying with their obligation aforesaid and despite notice [to] that
effect, the said accused did then and there willfully, unlawfully and
feloniously misappropriate, misapply, and convert the said amount to their
own personal use and benefit to the damage and prejudice of ANAPED
ESTATE, INC., in the sum above-aforementioned.3

On 14 April 2003, respondents filed a Motion to Suspend Proceedings

on the ground of a prejudicial question in view of the pendency of two intra-
corporate cases pending before the RTC of Quezon City and Makati City.
SEC Case No. 05-97-5659 is a petition filed by Victoria’s brother Oscar for
accounting of all corporate funds and assets of Anaped, annulment of sale,
injunction, receivership and damages.4 SEC Case No. 03-99-6259 is a
petition filed by Victoria and her brothers Reynaldo and Domingo
questioning the authority of their elder sibling Rodrigo Reyes and
Emerenciana R. Gungab, as well as the Anaped Board of Directors and

3
Id. at 49.
4
CA rollo, pp. 49-56.
Decision 3 G.R. No. 186597

officers, including private complainant Buban to act for and in behalf of the
corporation. 5

In their motion to suspend proceedings, respondents asserted that the

resolution of the SEC cases in their favor particularly the issues of whether
of the group of Rodrigo and Buban are the lawful representatives of the
corporation and whether they are duly authorized to make a demand for
remittance would necessarily result in their acquittal in the criminal case.

On 28 August 2003, the trial court, through Presiding Judge

Adoracion G. Angeles, granted the motion for suspension of the
proceedings. The trial court reasoned that the issue in the SEC cases, i.e.,
who between the groups has the right to act for and in behalf of the
corporation, has a direct link to the issue of the culpability of the accused
for estafa, thus:

For indeed, if the aforesaid issues are resolved in the

[respondent’s] favor, they cannot be held liable for misappropriation for
they possess the authority to collect rentals and hold the same on behalf of
the firm. They would then be justified in not remitting the collections to
the group of Jose Buban who would be then deemed as mere usurpers of
authority. 6

Acting on the Motion for Reconsideration filed by petitioner, the trial

court issued an Order dated 19 February 2004 setting aside its 28 August
2003 Order and setting the case for pre-trial. The trial court noted that
respondents failed to file an opposition to the motion for reconsideration.

Respondents filed an Omnibus Motion praying that they be allowed to

file their Comment/Opposition to the motion for reconsideration and that the
pre-trial be held in abeyance. Respondents claimed that the Order of the
trial court to file comment/opposition was served on respondents themselves
and not on their counsel.

On 23 June 2004, the trial court denied respondents’ Omnibus

Motion. The trial court stressed that even if the order was served upon
respondents and not upon their counsel, records show that a copy of the
motion for reconsideration was served by registered mail upon counsel.
Thus, the trial court stated that respondents’ counsel was well aware of the
existence of the motion for reconsideration, thus he could have taken the
5
Rollo, p. 36.
6
Id. at 51.
Decision 4 G.R. No. 186597

initiative to file his comment thereto without waiting for any directive from
the court.

Aggrieved, respondents filed a petition for certiorari before the Court

of Appeals asserting that the trial court committed grave abuse of discretion
when it denied them the opportunity to file their comment; when it ruled that
respondents’ counsel should have filed the comment as he was furnished a
copy of the motion for reconsideration; and when it granted petitioner’s
motion for reconsideration.

On 5 February 2008, the Court of Appeals granted the petition. The

dispositive portion reads:

WHEREFORE, the assailed Orders of the respondent Judge dated

February 19, 2004 and July 23, 2004 are REVERSED and SET ASIDE
and she is hereby enjoined from hearing the Criminal Case No. C-62784
until the termination of the SEC Case No. 03-99-6259. The August 28,
2003 Order of the respondent Judge is hereby REINSTATED.7

Preliminarily, on the procedural question, the Court of Appeals

pointed out that respondents were given the opportunity to present their side
in their motion to suspend proceedings. The appellate court treated
respondents’ arguments in said motion as their Comment/Opposition to the
Motion for Reconsideration filed by petitioner. That is correct.

The appellate court ruled that in SEC Case No. 03-99-6259:

[T]he issue is the legality of the election of ANAPED Board of Directors,

as well as the authority of its officers, which include private complainant
Jose Buban, to act for and in behalf of the corporation. Clearly, it involves
facts that are intimately related to those upon which the criminal case is
based. The resolution of the issues raised in this intra-corporate dispute
will ultimately determine the guilt or innocence of [respondents] in the
crime of estafa initiated by Jose Buban. It must be remembered that one
of the elements of the crime of estafa with abuse of confidence under
paragraph 1 (b) of Article 315 of the Revised Penal Code is a demand
made by the offended party to the offender. A valid demand must
therefore be made by an offended party to the offender.8

The appellate court added that since respondents are challenging the
authority of Buban, then the validity of Buban’s demand to turn over or
7
Id. at 44.
8
Id. at 42. (Emphasis omitted).
Decision 5 G.R. No. 186597

remit the rentals is put in question. The appellate court concluded that if the
supposed authority of Buban is found to be defective, it is as if no demand
was ever made, hence the prosecution for estafa cannot prosper.

Petitioner filed a motion for reconsideration but it was denied in a

Resolution dated 27 February 2009.

In this petition for review on certiorari, petitioner raises the lone

ground of whether the Court of Appeals erred in declaring that there exists a
prejudicial question which calls for the suspension of the criminal
proceedings before the trial court.

Petitioner argues that any decision of the trial court in the SEC cases
with respect to the question of who are the lawful officers or directors of
Anaped is not determinative of the liability of respondents to remit the rental
collections in favor of Anaped. Petitioner proffers that a corporation has a
personality distinct and separate from its individual stockholders. Petitioner
emphasizes that at the time the demand for remittance of the rental
collections was made against respondents, Buban was an officer of Anaped
and until such time that his authority is validly revoked, all his previous acts
are valid and binding. Moreover, petitioner avers that the duty of
respondents to remit the collection still subsists even during the pendency of
the SEC cases as the money remitted goes directly to the corporation and not
to the person who demanded the remittance. Finally, petitioner opines that
question pertaining to the authority of Buban to demand remittance may
only be considered as a defense in the estafa case and not as a ground to
suspend the proceedings.

A prejudicial question is one that arises in a case the resolution of

which is a logical antecedent of the issue involved therein, and the
cognizance of which pertains to another tribunal. It is a question based on a
fact distinct and separate from the crime but so intimately connected with it
that it determines the guilt or innocence of the accused, and for it to suspend
the criminal action, it must appear not only that said case involves facts
intimately related to those upon which the criminal prosecution would be
based but also that in the resolution of the issue or issues raised in the civil
case, the guilt or innocence of the accused would necessarily be determined.9

9
Pimentel v. Pimentel, et al., 645 Phil. 1, 6 (2010) citing Go v. Sandiganbayan (First Division),
559 Phil. 338, 341 (2007).
Decision 6 G.R. No. 186597

Section 7, Rule 111 of the 2000 Rules of Criminal Procedure

prescribes the elements that must concur in order for a civil case to be
considered a prejudicial question, to wit:

Section 7. Elements of prejudicial question. – The elements of a

prejudicial question are: (a) the previously instituted civil action involves
an issue similar or intimately related to the issue raised in the subsequent
criminal action, and (b) the resolution of such issue determines whether or
not the criminal action may proceed.

Aptly put, the following requisites must be present for a civil action to
be considered prejudicial to a criminal case as to cause the suspension of the
criminal proceedings until the final resolution of the civil case: (1) the civil
case involves facts intimately related to those upon which the criminal
prosecution would be based; (2) in the resolution of the issue or issues raised
in the civil action, the guilt or innocence of the accused would necessarily be
determined; and (3) jurisdiction to try said question must be lodged in
another tribunal.10

As correctly stated by the Court of Appeals, SEC Case No. 05-97-

5659 does not present a prejudicial question to the criminal case for estafa. It
is an action for accounting of all corporate funds and assets of Anaped,
annulment of sale, injunction, receivership and damages. Even if said case
will be decided against respondents, they will not be adjudged free from
criminal liability. It also does not automatically follow that an accounting of
corporate funds and properties and annulment of fictitious sale of corporate
assets would result in the conviction of respondents in the estafa case.

With respect to SEC Case No. 03-99-6259, however, we affirm the

Court of Appeals’ finding that a prejudicial question exists. The Complaint
in SEC Case No. 03-99-6259 prays for the nullification of the election of
Anaped directors and officers, including Buban. Essentially, the issue is the
authority of the aforesaid officers to act for and behalf of the corporation.

On the other hand, the issue in the criminal case pertains to whether
respondents committed estafa. Under Article 315, paragraph 1(b) of the
RPC, the elements of estafa with abuse of confidence are as follows: (1) that
the money, goods or other personal property is received by the offender in
trust or on commission, or for administration, or under any other obligation
involving the duty to make delivery of, or to return, the same; (2) that there
be misappropriation or conversion of such money or property by the

10
Sabandal v. Tongco, 419 Phil. 13, 17 (2001) citing Prado v. People, 218 Phil. 573, 577 (1984).
Decision 7 G.R. No. 186597

offender, or denial on his part of such receipt; (3) that such misappropriation
or conversion or denial is to the prejudice of another; and (4) that there is
demand by the offended party to the offender.11

The elements of demand and misappropriation bear relevance to the

validity or invalidity of the authority of Anaped directors and officers. In
Omictin v. Court of Appeals,12 we held that since the alleged offended party
is the corporation, the validity of the demand for the delivery rests upon the
authority of the person making such a demand on the company’s behalf. If
the supposed authority of the person making the demand is found to be
defective, it is as if no demand was ever made, hence the prosecution for
estafa cannot prosper. The Court added that mere failure to return the thing
received for administration or under any other obligation involving the duty
to deliver or return the same or deliver the value thereof to the owner could
only give rise to a civil action and does not constitute the crime of estafa.13

It is true that the accused may be convicted of the felony under Article
315, paragraph 1(b) of the Revised Penal Code if the prosecution proves
misappropriation or conversion by the accused of the money or property
subject of the Information. In a prosecution for estafa, demand is not
necessary where there is evidence of misappropriation or conversion.14 The
phrase, “to misappropriate to one’s own use” has been said to include “not
only conversion to one’s personal advantage, but also every attempt to
dispose of the property of another without right.”15 In this case, the
resolution of the issue of misappropriation by respondents depends upon the
result of SEC Case No. 03-99-6259. If it is ruled in the SEC case that the
present Anaped directors and officers were not validly elected, then
respondent Victoria may have every right to refuse remittance of rental to
Buban. Hence, the essential element of misappropriation in estafa may be
absent in this case.

In this connection, we find important the fact, noted by the CA, that:

It appears from the record of the case that Victoria Arambulo for the last
twenty (20) years had been tasked with the management and collection of

11
Jandusay v. People, G.R. No. 185129, 17 June 2013, 698 SCRA 619, 625 citing Asejo v. People,
555 Phil. 106, 112-113 (2007).
12
G.R. No.148004, 541 Phil. 68, 79 (2007).
13
Id.
14
Lee v. People, 495 Phil. 239, 250 citing Salazar v. People, 439 Phil. 762 (2002) citing United
States v. Ramirez, 9 Phil. 67 (1907) and Sy v. People, 254 Phil. 693 (1989).
15
Quinto v. People, 365 Phil. 259, 270 (1999).
Decision 8 G.R. No. 186597

rentals of the real properties the Reyes siblings inherited from their
parents, Ana and Pedro Reyes.16

As earlier mentioned, SEC Case No. 03-99-6259 is a petition filed by

Victoria and her brothers Domingo and Reynaldo questioning the very
authority of their elder siblings Rodrigo and Emerenciana, as well as the
Anaped Board of Directors and Officers, including Buban to act for and in
behalf of the corporation. We find this issue consonant with the provisions
of the Corporation Code which provides in Section 23 that:

Sec. 23. The Board of Directors or Trustees. - Unless otherwise

provided in this Code, the corporate powers of all corporations formed
under this Code shall be exercised, all business conducted and all property
of such corporations controlled and held by the board of directors or
trustees to be elected from among the holders of stocks, or where there is
no stock, from among the members of the corporation, who shall hold
office for one (1) year and until their successors are elected and qualified.

In Valle Verde Country Club, Inc. v. Africa,17 we said that:

The underlying policy of the Corporation Code is that the business and
affairs of the corporation must be governed by a board of directors whose
members have stood for election, and who have actually been elected by the
stockholders, on an annual basis. Only in that way can the directors’ continued
accountability to shareholders, and the legitimacy of their decisions that bind the
corporation’s stockholders, be assured. The shareholder vote is critical to the
theory that legitimizes the exercise of power by the directors or officers over
properties that they do not own.

From the foregoing, it is clear that, should respondents herein prevail

in SEC Case No. 03-99-6259, then Buban, who does not own either by
himself or in behalf of Anaped which is the owner, the property heretofore
managed by Victoria, cannot demand remittance of the rentals on the
property and Victoria does not have the obligation to turn over the rentals to
Buban.

Verily, the result of SEC Case No. 03-99-6259 will determine the
innocence or guilt of respondents in the criminal case for estafa.

WHEREFORE, the petition is DENIED. The Decision and

Resolution of the Court of Appeals dated 5 February 2008 and 27 February

16
Rollo, p. 42.
17
614 Phil. 390, 400 (2009).
 Decision 9 G.R. No. 186597

2009 enjoining the Regional Trial Court of Caloocan City, Branch 121 from
hearing Criminal Case No. C-62784 until the termination of SEC Case No.
03-99-6259, are AFFIRMED.

SO ORDERED.

REZ

WE CONCUR:

MARIA LOURDES P.A. SERENO

Chief Justice·
Chairperson

~~iv~
TERESITA J. LEONARDO-DE CASTRO
Associate Justice Associate Justice

ESTELA M. ~~ERNABE
Associate Justice
Decision 10 G.R. No. 186597

CERTIFICATION

Pursuant to Section 13, Article VIII of the Constitution, I certify that

the conclusions in the above Decision had been reached in consultation
before· the case was assigned to the writer of the opinion of the Court's
Division.

MARIA LOURDES P. A. SERENO

Chief Justice